Terms and Conditions

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires:

• “Agreement” means these Terms and Conditions, together with any schedules, annexures or documents incorporated by reference.
• “Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• “Client” or “you” means any individual or entity that engages Code Counsel Australia to provide Services.
• “Company”, “we”, “our” or “us” means Code Counsel Australia (ABN to be registered), a company incorporated under the Corporations Act 2001 (Cth).
• “Confidential Information” means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• “GST” means the goods and services tax levied under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• “Intellectual Property Rights” means all patents, trade marks, service marks, trade names, copyright, registered designs, domain names, trade secrets, know-how, and all other proprietary rights.
• “Services” means software development, IT consulting, code review, technical advisory, and any other services provided by the Company as described in a Service Agreement or Statement of Work.
• “Website” means www.codecounsel.co and any associated subdomains or platforms operated by the Company.

In these Terms, unless the context otherwise requires: (a) the singular includes the plural and viceversa; (b) a reference to a person includes a natural person, corporation, partnership, joint venture, government, and any other legal entity; (c) headings are for reference only and do not affect
interpretation; (d) a reference to legislation includes any amendment or re-enactment of that
legislation.

2. Acceptance of Terms

2.1 By accessing the Website, engaging the Company’s Services, or executing a Service Agreement, you accept and agree to be bound by these Terms and Conditions.

2.2 These Terms apply to all visitors, users, clients, and others who access or use the Services.

2.3 We reserve the right to modify these Terms at any time. Notice of material changes will be
provided via email or prominent website notice at least 14 days prior to the change taking effect. Continued use of Services following notice constitutes acceptance.

2.4 If you are entering into this Agreement on behalf of a company or other legal entity, you represent
that you have the authority to bind such entity to these Terms.

3. Services

3.1 Scope of Services

The Company provides technology-related professional services including but not limited to: softwaredevelopment, application design and architecture, code auditing and review, technical consulting, ITstrategy, and related advisory services. Specific deliverables and timelines will be set out in a
separate Statement of Work (SOW) or Service Agreement.

3.2 Service Delivery

• Services will be performed with due care and skill in accordance with industry standards
• Time estimates provided are indicative only unless expressly agreed as fixed deadlines.
• The Client must provide timely instructions, access, and cooperation reasonably necessaryfor the performance of Services.
• The Company may engage qualified subcontractors to assist in delivering Services, providedthe Company remains responsible for the quality of output..

3.3 Changes to Services

Any changes to the scope of Services must be agreed in writing by both parties via a Change Order. Additional fees may apply for scope changes.

4. Fees, Payment and GST

4.1 Fees

Fees for Services are as set out in the applicable Service Agreement, Statement of Work, or invoiceissued by the Company. All fees are quoted in Australian Dollars (AUD) unless expressly statedotherwise.

4.2 GST

Unless otherwise stated, all fees are exclusive of GST. Where GST is applicable under the ANewTax System (Goods and Services Tax) Act 1999 (Cth), it will be added to the invoice at the applicablerate. The Company will issue a valid Tax Invoice for all GST amounts.

4.3 Payment Terms

• Payment is due within 14 days of the invoice date, unless otherwise agreed in writing.
• Late payments will accrue interest at the rate of 10% per annum, calculated daily fromthedue date.
• The Company reserves the right to suspend Services where payment is overdue by morethan 30 days.
• All bank charges, transaction fees, and currency conversion costs are the responsibility of theClient.

4.4 Disputed Invoices

If you dispute an invoice in good faith, you must notify us in writing within 7 days of receipt, specifyingthe basis of the dispute. Undisputed portions remain payable by the due date.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains ownership of all Intellectual Property Rights that existed prior to the
commencement of the Services. Nothing in this Agreement transfers ownership of pre-existing IP.

5.2 Work Product

Unless otherwise expressly agreed in writing, upon receipt of full payment for the relevant Services,
the Company assigns to the Client all Intellectual Property Rights in the deliverables specifically
created for the Client under the applicable Statement of Work, to the extent permitted by law.

5.3 Company Tools and Materials

The Company retains all rights in its proprietary tools, frameworks, libraries, methodologies, processes, and generic know-how used to develop deliverables. The Company grants the Client anon-exclusive, royalty-free licence to use such materials solely as incorporated in the deliverables.

5.4 Third-Party Components

Where deliverables incorporate third-party open-source or licensed components, the Client’s useof
those components is subject to the applicable third-party licences, which the Company will disclosetothe Client.

5.5 Moral Rights

To the extent permitted by the Copyright Act 1968 (Cth), the Company’s personnel consent to theClient exercising acts that would otherwise infringe their moral rights in the deliverables.

6. Confidentiality

6.1 Each party agrees to keep confidential all Confidential Information of the other party and not todisclose or use such information except as necessary to perform obligations under this Agreement.

6.2 Confidentiality obligations do not apply to information that: (a) is or becomes publicly knownthrough no breach of this Agreement; (b) was lawfully in the recipient’s possession before disclosure;
(c) is received from a third party without restriction; or (d) is required to be disclosed by law, court
order, or a regulatory authority.

6.3 Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

7. Consumer Guarantees Under the ACL

7.1 To the extent that any implied guarantee, condition, or warranty cannot be excluded under the ACL, our liability is limited (to the extent permitted by law) to re-supplying the Services or paying the cost of having the Services re-supplied.

7.2 For services not ordinarily acquired for personal, domestic, or household use, our liability under any non-excludable guarantee is limited to the extent permitted by section 64A of the ACL.

8. Limitation of Liability

8.1 Subject to clause 7 (Consumer Guarantees) and to the extent permitted by law:

• The Company’s total aggregate liability to the Client for all claims arising under or in
  connection with this Agreement shall not exceed the total fees paid by the Client in the three(3) months immediately preceding the event giving rise to the claim.
• The Company is not liable for any indirect, consequential, special, punitive, or exemplary lossor damage, loss of profits, revenue, data, business opportunity, or goodwill, even if advisedof
  the possibility of such losses.

8.2 The Company does not exclude liability for: (a) death or personal injury caused by negligence; (b)
fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law.

8.3 The Client is responsible for maintaining appropriate backups of data and systems. The
Company is not liable for any loss arising from failure to maintain adequate backups

9. Warranties and Representations

9.1 The Company warrants that: (a) it has the legal right and authority to enter into this Agreement; (b)
the Services will be performed by suitably qualified personnel; (c) to the best of its knowledge, thedeliverables will not infringe the Intellectual Property Rights of any third party.

9.2 The Client warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) all
materials, data, and information provided to the Company are accurate and do not infringe any thirdparty’s rights; (c) use of the deliverables will comply with all applicable laws

9.3 Except as expressly set out in this Agreement, all warranties, conditions, and guarantees that
would otherwise be implied are excluded to the maximum extent permitted by law.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents from and against any claims, losses, damages, costs (including legal costsona solicitor-client basis), and expenses arising out of or in connection with: (a) the Client’s breachof
this Agreement; (b) the Client’s breach of any applicable law; (c) any claim that materials providedbythe Client infringe a third party’s Intellectual Property Rights; or (d) the Client’s negligent or wilful actsor omissions.

11. Term and Termination

11.1 Term

This Agreement commences on the date you first access the Services or execute a Service
Agreement and continues until terminated in accordance with this clause.

11.2 Termination for Convenience

Either party may terminate this Agreement or any Statement of Work by providing 30 days’ writtennotice. The Client remains liable for all fees for Services performed up to the date of termination.

11.3 Termination for Cause

Either party may terminate this Agreement immediately by written notice if: (a) the other party commitsa material breach that is not remedied within 14 days of written notice; (b) the other party becomesinsolvent, enters voluntary administration, or has a receiver or liquidator appointed; or (c) the other
party ceases or threatens to cease to carry on business.

11.4 Effect of Termination

Upon termination: (a) each party must promptly return or destroy the other party’s Confidential
Information; (b) all outstanding invoices become immediately due and payable; (c) clauses that bytheir nature should survive termination (including IP, confidentiality, limitation of liability, and disputeresolution) will continue in full force.

12. Dispute Resolution

12.1 Negotiation

In the event of a dispute, the parties must first attempt to resolve the dispute by good-faith negotiationwithin 20 business days of one party notifying the other of the dispute in writing.

12.2 Mediation

If the dispute is not resolved by negotiation, either party may refer the dispute to mediation
administered by the Australian Disputes Centre (ADC) or Resolution Institute, unless the parties
agree otherwise.

12.3 Litigation

If mediation fails to resolve the dispute within 30 days (or such other period as agreed), either partymay commence legal proceedings in the courts specified in clause 13.2.

12.4 Urgent Relief

Nothing in this clause prevents either party from seeking urgent injunctive or declaratory relief fromacourt.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any applicable Service Agreement, Statement of Work, and schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements.

13.2 Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland (including the Supreme Court of Queensland) and the Federal Court of Australia sitting in Brisbane.

13.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it will be severed without affecting the validity and enforceability of the remaining provisions.

13.4 Waiver

A failure or delay in exercising any right under this Agreement does not operate as a waiver of that right. A waiver of any breach of this Agreement does not constitute a waiver of any subsequent breach.

13.5 Assignment

The Client may not assign or transfer its rights or obligations under this Agreement without prior written consent of the Company. The Company may assign this Agreement to any related body corporate (as defined in the Corporations Act 2001 (Cth)) or to a successor entity in connection with a merger or acquisition.

13.6 Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, cyberattacks, or failures of third-party infrastructure, provided the affected party notifies the other as soon as practicable.

13.7 Notices

Notices under this Agreement must be in writing and delivered by email (with read receipt or deliveryconfirmation), registered post, or hand delivery to the addresses specified in the applicable ServiceAgreement.

13.8 Relationship of Parties

The parties are independent contractors. This Agreement does not create any employment, partnership, agency, joint venture, or other relationship between the parties.

14. Contact Information